When reading about an old friend from his days in the circus had been gunned down by a mysterious sniper, the X-Men's Nightcrawler decides to go to Coney Island to investigate. As fate would have it, Peter Parker would also be spending the day at Coney Island on a date with Mary Jane, when the sniper strikes again. This prompts Peter to excuse himself from his date and change into Spider-Man and try and catch the sniper. He ends up running into Nightcrawler, whom he assumes is the killer, when he catches the mutant with the snipers weapon. Their fight takes them across the amusement park, however Nightcrawler gets away with his teleportation powers and Spider-Man is forced to flee when the police arrive.

Spider-Man goes to the Bugle to see if Joe Robertson has any leads on who the shooter might be, Joe's sources suggest that it may be the Punisher. Jameson seeing that Spider-Man is in the building, rushes back to his own office where he pulls out the strange pictures he had received the day before: Photos of Spider-Man disposing of the Spider-Clone.

As the Punisher begins his own investigation on who's been besmirching his reputation, Spider-Man continues his search for Nightcrawler. The teleporting mutant manages to get the drop on Spider-Man, grabbing his camera and exposing the film, destroying the "evidence" that he's the shooter. As the two fight across NYC's cable car system, their fight is suddenly interrupted by the arrival of the Punisher, who believes that one of the two combating heroes is the one who has been framing him.